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State Corporate and Federal Securities Law: Dual Regulation in a Federal System

Roger J. Dennis and Patrick J. Ryan
Publius
Vol. 22, No. 1 (Winter, 1992), pp. 21-37
Published by: Oxford University Press
Stable URL: http://www.jstor.org/stable/3330231
Page Count: 17
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State Corporate and Federal Securities Law: Dual Regulation in a Federal System
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Abstract

Corporate law in the United States involves dual regulation. Although state and federal corporate law typically function without mutual interference, the last thirty years have revealed potential conflicts, chiefly in two situations. One involves civil remedies for investors under federal securities statutes; the other is state anti-takeover regulation and its relationship to the federal Williams Act. The postwar years until 1975 saw perhaps too much reliance on the federal component of corporate regulation. Since 1975, there has been a renaissance of state law. Recently, however, appreciation for state regulatory authority may have degenerated into hostility to the will of Congress. The authors argue that the core interpretive task in federal securities law is preservation of both regimes to maximum effect, because the Congress has expressly declared that state authority should continue adjacent to federal regulation.

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